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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number 33-92836
FIRST SECURITY AUTO GRANTOR TRUST 1995-A
(Exact name of Registrant as specified in its charter)
State of incorporation Utah
I.R.S. Employer Identification No. 36-7153652
Address of principal executive offices 79 South Main, P.O. Box 30006
Salt Lake City, Utah
Zip Code 84130-0006
Registrant's telephone number, including area code (801) 246-5165
Securities registered pursuant to section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The registrant is a trust with no voting securities outstanding.
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This Annual Report on Form 10-K is filed by First Security Bank, N.A.
(the "Bank", formerly consisting of First Security Bank of Idaho, N.A. and
First Security Bank of Utah, N.A., which merged on June 21, 1996) on behalf of
the First Security Auto Grantor Trust 1995-A (the "Trust") pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended. This Annual Report
on Form 10-K omits responses or responds in a modified fashion to certain
items required by Form 10-K in accordance with the responses of the Office of
Chief Counsel, Division of Corporation Finance of the Securities and Exchange
Commission contained in a letter dated March 21, 1989 in response to the
Bank's requests for exemptive relief from such reporting requirements.
Part I
1. Business
- -First Security Auto Grantor Trust 1995-A (the Trust) has as its only assets a
pool of motor vehicle instalment sales contracts and instalment loans origi-
nated by the Bank. At the origination date of the Trust, the loans
totalled $250,000,000. Interests in the Trust are divided into two classes of
certificates, Class A Certificates, which constituted approximately 95% of the
total pool at origination, and Class B Certificates, which constituted
approximately 5%. The purpose of the Trust is to hold its assets and to pass
the income from and repayments of such assets to its Certificate Holders.
2. Properties
- -The Trust was created pursuant to a Pooling and Servicing Agreement (the
"Agreement"), dated as of June 23, 1995, among the Bank and First National
Bank of Chicago (the "Trustee"). The Trust is the owner of receivables and
related motor vehicle collateral generated in connection with credit
extensions to purchasers of such motor vehicles, primarily passenger cars and
light trucks.
The following tabular information describes the current property of the Trust,
and is a full year summary of the monthly reports filed previously on Form 8-K
for all of 1996. Also included is the credit performance of the Trust's
portfolio of receivables.
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First Security Auto Grantor Trust 1995-A
Annual Summary of Trust Activities
Servicer: First Security Bank, N.A.
(formerly First Security Bank Of Utah, N.A.
and First Security Bank Of Idaho, N.A.)
Trustee: First Chicago
Collection Period: 12-26-95 Thru 12-25-96
<S> <C>
(i) Principal Distributions to Certificate Holders:
Class A Amount 91,894,017.83
Class B Amount 4,330,084.61
Total 96,224,102.44
(ii) Interest Distributions to Certificate Holders:
Class A Amount 8,303,752.39
Class B Amount 391,311.63
Total 8,695,064.02
(iii) Yield Supplement Amount 4,465.42
(iv) Basic Servicing Fees Paid 1,391,210.25
(v)(a) Class A Certificate Balance (beginning of Collection Period) 179,428,828.04
Class A Pool Factor (beginning of Collection Period) 0.7488429
Class B Certificate Balance (beginning of Collection Period) 8,455,326.99
Class B Pool Factor (beginning of Collection Period) 0.7488555
(v)(b) Class A Certificate Balance (end of Collection Period) 87,534,920.22
Class A Pool Factor (end of Collection Period) 0.3653249
Class B Certificate Balance (end of Collection Period) 4,125,242.36
Class B Pool Factor (end of Collection Period) 0.3653567
(vi)(a) Total Pool Balance (beginning of Collection Period) 187,884,155.03
(vi)(b) Total Pool Balance (end of Collection Period) 91,660,052.59
(vii) Realized Losses 1,096,417.07
(viii) (x) Excess of Class A Certificate Balance over Pool Balance 0.00
(y) Excess of Class B Certificate Balance over amount by which 0.00
Pool Balance exceeds Class A Certificate Balance
(ix) Reserve Account Balance after Giving Effect to Payments 5,017,982.21
Made on Distribution Dates
(x) Aggregate Purchase Amount of Receivables Repurchased by the 12,323.95
Sellers or purchased by Servicers
<FN>
NOTE: ON JUNE 21, 1996, FIRST SECURITY BANK OF UTAH, N.A. AND FIRST SECURITY BANK OF IDAHO, N.A.
MERGED TO FORM FIRST SECURITY BANK, N.A.
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As a result of the operation of the Pooling and Servicing Agreement and the
Yield Supplement Agreement, the distributions of principal and interest due to
Certificate Holders during 1996 were all paid in full and on time.
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The following tables set forth information relating to delinquency and net
losses as of December 31, 1996:
December 31, 1996
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Contracts Amount
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Delinquent Contracts:
(i) 31-60 Days Delinquent 280 $1,894,995
(ii) 61-90 Days Delinquent 85 635,405
(iii) Over 90 Days Delinquent 55 373,678
December 31, 1996
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% of % of
Contracts Amount
Outstanding Outstanding
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Delinquency Rates:
(i) 31-60 Days Delinquent 1.87% 2.07%
(ii) 61-90 Days Delinquent .57% .69%
(iii) Over 90 Days Delinquent .37% .41%
December 31, 1996
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Contracts Amount
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Aggregate Net Losses, Current Year: 253 $1,096,417
Cumulative Net Losses: 305 1,278,335
3. Legal proceedings
- -There were no material legal proceedings pending at December 31, 1996 that
would have a materially adverse effect on the Trust, or on the Bank, the
Trustee or the Underwriters in the performance of their obligations to the
holders and beneficial owners of the Certificates of the Trust.
4. Submission of matters to a vote of security holders
- -There were no matters submitted to the Certificate Holders for a vote during
1996.
Part II
5. Market for registrant's common equity and related stockholder matters
- -The holder of record of all the Certificates as of December 31, 1996, was
Cede & Co., the nominee of The Depository Trust Company ("DTC") in the United
States. Direct participants active in the DTC system include securities
brokers and dealers, banks, trust companies and clearing corporations. The
certificates are not listed on any exchange.
6. Selected financial data
- -Omitted Per No-Action Letter dated March 21, 1989.
7. Management's discussion and analysis of financial condition and results of
operations
- -Omitted per No-Action Letter dated March 21, 1989.
8. Financial statements and supplementary data
- -Omitted per No-Action Letter dated March 21, 1989.
9. Changes in and disagreements with accountants on accounting and financial
disclosure
- -There has been no change in the independent accounting firm that has audited
the Bank's and the Trust's financial records during the past year. There are
no disagreements with the financial accounting or disclosure recommendations
of the auditors.
Part III
10. Directors and executive officers of the registrant
- -Omitted per No-Action Letter dated March 21, 1989.
11. Executive compensation
- -Omitted per No-Action Letter dated March 21, 1989.
12. Security ownership of certain beneficial owners and management
(a) The holder of record of all of the Certificates as of December 31, 1996,
was Cede & Co., the nominee of The Depository Trust Company ("DTC") in the
United States. Direct participants active in the DTC system include
securities brokers and dealers, banks, trust companies and clearing
corporations.
Because the Trust does not have any directors or officers, and since the ususal
meaning of "control" is not applicable to the Trust, no response is made to
subparagraphs (b) and (c) per No-Action Letter dated March 21, 1989.
13. Certain relationships and related transactions
- -There have been no transactions during 1996 between the Trustee, the Trust,
and/or the Bank that qualify for disclosure under Item 404 of Regulation S-K.
During 1996, the Bank received a total of $1,391,210 in compensation for
servicing the Trust portfolio. The Trustee received a total of $3,507 for
its services to the Trust during 1996.
Part IV
14. Exhibits, financial statement schedules, and reports on Form 8-K
- -Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed as
part of this Report.
- -Financial Statement Schedules.
In lieu of audited financial statements, the Registrant is providing an
aggregation of data reported on monthly servicer reports reported on Form
8-K for each month of 1996. (See Item 2 above.) These reports have not
been audited, however attached as Exhibit 99.1 is the letter from Deloitte
& Touche LLP, a firm of nationally recognized independent accountants
as to the adequacy of the scope of such examinations of procedures as are
required by the Servicing Agreement.
- -Reports on Form 8-K
Monthly Servicer Reports were submitted under Form 8-K for January
through December of 1996. Additional reports on Form 8-K were filed
prior to the filing of this report for the January and February 1997
monthly Servicer Reports.
Signatures
- -Because the Trust has no directors or individual trustees, and because the
Bank is merely the originator and servicer of the Trust, the Annual Report
on Form 10-K will not be signed by a majority of the directors of the Bank or
by any individuals other than an authorized officer of the Bank.
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The following Exhibits are filed with this Report:
Exhibit No. / Description
4.1. Pooling and Servicing Agreement (filed as part of Exhibit 4
to the Trust's Registration Statement on Form S-1, Reg. No. 33-92836,
and incorporated by reference hereby.)
4.2. Yield Supplement Agreement (filed as part of Exhibit 4 to the
Trust's Registration Statement on Form S-1, Reg. No. 33-92836, and
incorporated by reference hereby.)
99.1 Letter from Deloitte & Touche LLP, as required to be filed with the
Trustee under the Pooling and Servicing Agreement.
99.2 Servicers' Assertion as to procecures followed.
99.3 Officer's Certificate
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SIGNATURES
FIRST SECURITY AUTO GRANTOR TRUST 1995-A
Registrant
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Banks have duly caused this report to be signed for and on
its behalf by the undersigned, thereunto duly authorized.
FIRST SECURITY AUTO GRANTOR TRUST 1995-A
By
FIRST SECURITY BANK, N.A., (formerly
FIRST SECURITY BANK OF IDAHO, N.A. and
FIRST SECURITY BANK OF UTAH, N.A.)
(Sellers and Servicers)
By
[SIGNED] March 19, 1997
_______________________________________________________ ____________________
Scott C. Ulbrich (Date)
Executive Vice President, First Security Corporation
(Authorized Officer)
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Exhibit 99.1
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors of First Security Bank, N.A.:
We have examined management's assertion, included in the accompanying
representation letter dated March 5, 1997 about the compliance of First
Security Bank, N.A. (the "Company") with the minimum servicing standards
identified in the Mortgage Bankers Association of America "Uniform Single
Attestation Program for Mortgage Bankers" ("USAP"), to the extent such
procedures were applicable, as of and for the year ended December 31, 1996, as
it relates to its responsibilities as servicer for the First Security Auto
Grantor Trust 1995-A. As discussed in that representation letter, management
is responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 1996 is fairly stated, in all material respects.
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
March 5, 1997
Exhibit 99.2
March 5, 1997
Deloitte & Touche LLP
50 South Main Street
Suite 1800
Salt Lake City, Utah 84144
In connection with your examination relating to our assertion that First
Security Bank, N.A. (the "Company") has complied with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's "Uniform
Single Attestation Program for Mortgage Bankers" (USAP) as of and for the year
ended December 31, 1996 for the First Security Auto Grantor Trust 1995-A (the
Auto Loan Pool), for the purpose of expressing an opinion as to whether our
assertion is fairly stated, we make the following representations, to the best
of our knowledge and belief, as of the date of this letter:
1. We are responsible for the representations made herein and the
appropriateness of the measurement and disclosure criteria on which they are
based.
2. We are responsible for establishing and maintaining an effective internal
control structure over compliance with the minimum servicing standards.
3. We have made available all significant information that is relevant to your
examination related to our compliance with the standards in the USAP, as
applicable to the Auto Loan Pool.
4. We have performed an evaluation of the Company's compliance with the
minimum servicing standards in the USAP, as applicable to the Auto Loan Pool.
5. There are no instances of noncompliance with the standards in the USAP as
applicable to the Auto Loan Pool.
6. We have disclosed to you all communications that we received from
regulatory agencies, secondary market agencies, and investors that relate to
compliance with the Company's servicing agreements.
7. The data files provided to Lewtan are complete and accurate and include
all activity affecting the Auto Loan Pool for the respective periods.
8. All transfers from the Company's operating accounts to the Trustee were in
accordance with the applicable agreements and in agreement with the Lewtan
reports.
9. There have been no instances of noncompliance subsequent to the date of
this letter.
10. For the year ended December 31, 1996, the Company has complied with the
minimum servicing standards set forth in the USAP.
(Signed) March 5, 1997
Spencer F. Eccles, Chairman and Chief Executive Officer
(Signed) March 5, 1997
Scott C. Ulbrich, Executive Vice President and
Chief Financial Officer
(Signed) March 5, 1997
Gayle Nye, Senior Vice President and
Manager Small Business and Consumer Loan Servicing
(Signed) March 5, 1997
Sharlene Hill, Assistant Vice President
Comptroller's Department
Exhibit 99.3
(Letterhead)
FIRST SECURITY CORPORATION
SCOTT C. ULBRICH
Executive Vice President and
Chief Financial Officer
March 18, 1997
Janice Ott Rotunno
Assistant Vice President
The First National Bank of Chicago
Corporate Trust Services Division
Mail Suite 0126
Chicago, IL 60670 0126
Dear Ms. Rotunno:
This letter serves as the Officer's Certificate according to Section 3.10 of
the Pooling and Servicing Agreement dated June 23, 1995 for the First Security
Auto Grantor Trust 1995-A.
In accordance with Section 3.10(I) a review of the activities of First
Security's servicing for the period of January 1, 1996, through December 31,
1996 and of its performance of its obligations under this Agreement has been
made under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review, First Security has fulfilled all of its
obligations under this Agreement throughout this period, and there are no
known defaults of First Security under the Pooling and Servicing Agreement.
Please contact us if you have any questions.
Sincerely,
Scott C. Ulbrich
Executive Vice President
& Chief Financial Officer
/sa
(page footer)
First Security Corporation,
P.O. Box 30006
Salt Lake City, Utah 84130
Telephone 801-246-5706
A financial services company of First Security Corporation
